Thomas E. Skains
NATIONAL FUEL GASAbout Thomas E. Skains
Independent director at National Fuel Gas Company (NFG), age 68, serving since 2016 (nine years of service as of the March 13, 2025 annual meeting). Former Chairman, CEO and President of Piedmont Natural Gas with 36 years in the natural gas industry; expertise spans operations, regulatory matters, supply/marketing and stakeholder engagement. Education: B.B.A., Sam Houston State University; J.D., University of Houston Law Center. Board-designated expertise: Leadership, Industry, Regulatory.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Piedmont Natural Gas Company, Inc. | Chairman, CEO and President; previously President & COO; SVP Marketing & Supply | 1995–2016 (CEO/Chair from 2003; President & COO from 2002) | Led regulated utility operations, strategy, regulatory and stakeholder engagement through sale to Duke Energy in 2016 |
| Transcontinental Gas Pipe Line Corporation (Transco) | Attorney; roles of increasing responsibility | 1981–1995 | Built deep regulatory expertise in natural gas supply, rate and FERC matters |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| Duke Energy Corporation (NYSE: DUK) | Director | Since 2016 | Large regulated electric/gas utility; adds regulated-utility perspective |
| Truist Financial Corporation (NYSE: TFC) | Director | Since 2009 | Large financial services company; capital markets perspective |
| American Gas Association (AGA) | Former Chairman | N/A | Industry leadership and policy engagement |
| Southern Gas Association (SGA) | Former Chairman | N/A | Industry leadership and networks |
Board Governance
- Status: Independent director; not an employee. Board determined Skains is independent under NYSE and SEC standards.
- Committee memberships (FY2024): Compensation Committee (member); Nominating/Corporate Governance Committee (member). Chair roles: none.
- Board structure: Lead Independent Director is Jeffrey W. Shaw; independent directors meet in executive sessions without management.
- Attendance: All directors attended at least 75% of Board and committee meetings on which they served in FY2024; all directors attended the 2024 Annual Meeting.
- Years of service and age: Tenure 9 years (as of March 13, 2025); age 68.
Board and committee meeting activity (FY2024):
| Body | Meetings (FY2024) | Notes |
|---|---|---|
| Board of Directors | 4 | Quarterly updates on segments; risk oversight |
| Compensation Committee | 5 | Executive/Director pay; independent consultants engaged; members independent |
| Nominating/Corporate Governance Committee | 4 | Board nominations, ESG oversight; members independent |
Fixed Compensation (Director Pay – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $111,250 | Quarterly cash retainer (first three quarters at $27,500; final quarter $28,750) |
| Equity retainer (Common Stock) | $175,053 | Quarterly share grants under Director Equity Compensation Plan; nontransferable until later of 2 years or 6 months post-service; values at grant dates |
| All other compensation | $8 | Travel accident insurance premium |
| Total | $286,311 | FY2024 total director compensation |
Program features:
- Non-employee directors receive a mix of cash and quarterly stock; not eligible for employee benefit plans.
- Director ownership guideline: at least 5× annual cash retainer within 5 years of service; all directors in compliance.
- Optional deferral via the Deferred Compensation Plan for Directors and Officers (DCP).
Performance Compensation
Directors do not receive performance-based incentives; no bonus, options, or performance-conditioned equity are disclosed for non-employee directors (equity retainer shares are time/transfer-restricted, not performance-linked).
| Performance-linked element | Status |
|---|---|
| Bonus / STIP | Not applicable |
| PSUs / performance equity | Not applicable for directors |
| Options | Not applicable for directors |
Other Directorships & Interlocks
- Current public boards: Duke Energy (since 2016); Truist Financial (since 2009). No Compensation Committee interlocks or insider participation disclosed.
- Related-party transactions: Company disclosed none in fiscal 2024.
Expertise & Qualifications
- Core skills: Leadership, energy industry operations, legal/regulatory/government relations.
- Regulatory depth from Transco and Piedmont; prior chair roles at AGA and SGA reflect sector reputation and policy experience.
- Education: B.B.A. (Sam Houston State University); J.D. (University of Houston Law Center).
Equity Ownership
| Metric (as of Dec 16, 2024) | Value |
|---|---|
| Total beneficial ownership (shares) | 27,733 (includes DCP units as noted) |
| % of shares outstanding | <1% (asterisked by company) |
| Deferred stock units (DCP) included | 14,760 (no voting/investment power) |
| Ownership guideline | 5× annual cash retainer; all directors in compliance |
| Hedging/pledging | Prohibited for directors; no pledging of Company equity allowed |
Notes: Beneficial ownership includes shares held directly/indirectly and deferred stock units distributable within the specified window per company methodology.
Governance Assessment
- Strengths: Independent director with deep regulated utility and pipeline regulatory experience; active on key governance and compensation committees composed entirely of independent directors; company uses independent compensation consultants with no conflicts; no related-person transactions disclosed; hedging/pledging prohibited; directors meet ownership guideline and maintain high attendance/engagement.
- Alignment: Equity retainer in Company stock and 5× retainer ownership guideline support alignment with shareholders; DCP allows stock deferral; no performance windfalls or option repricing features for directors.
- Potential watch items: Multi-board commitments (currently two other large-cap boards) warrant ongoing monitoring by NFG’s Nominating/Corporate Governance Committee per policy on outside board service; NFG’s guidelines require notification and Board review of other for‑profit board service. Age 68 with mandatory resignation at first annual meeting following 75th birthday; tenure nine years. No red flags disclosed by the company.